Investor Relations

AIM introduced what is known as AIM Rule 26 in 2007. Each AIM listed company must have a website, and disclose timely information on it. With its strong focus on the retail investment community, NEX included similar rules under NEX Rule 75 ensuring equal and timely access to price sensitive information.

NEX Rule 75 Compliance

Company Information

Name

Value

Name of the Issuer:

Startup Giants PLC

Registered Address:

71-75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom.

Country of Incorporation:

Startup Giants PLC is registered in England and Wales, having been incorporated on 16th July 2015 with company registration number 09690364.

Description Of Business

Startup Giants PLC is a UK-based investment vehicle, which will invest in technology startups at the concept stage. The Company intends to evaluate and invest in a range of businesses located in the UK and mainland Europe. The Directors and the investment advisory panel have experience in technology companies and startups and will use their expertise and their industry contacts to actively manage the early stage development of the businesses in which it chooses to invest.

The Company’s revenue model is principally to realise investment gains through portfolio divestments by using the skill and experience of its executive management, supported by its non-executive directors and investment advisory panel, to identify and mentor technology startups with the potential for significant growth. The Company may also provide a range of services to its portfolio companies.

The Directors expect that an investment that achieves its development criteria will require a round of expansion financing, in which, subject to the availability of funds, the Company may decide to participate or source entirely from third parties.

Subject to the success of the investment portfolio, the Directors anticipate that the number of investments will increase through new funding from either portfolio realisations or new capital raisings by the company or a mixture of both. Initially, the Directors envisage that in the medium term the Company will expand its activities to target further investments each year at the pre-seed stage.

Board Of Directors

Jeremy Buckler – Chief Executive Officer

Jeremy is a tech entrepreneur and consultant to some of the largest companies in the world including Delhaize Group, Alstom Power and Samsung. Having devoted much of his career as a consultant to global brands and tier-1 system integrators such as Accenture, Cap Gemini and IBM advising on IT strategy and business transformation to C-level executives, including having global design authority at one €22-billion revenue global brand, he has also recently started to focus on corporate start-ups (spin-offs) to deliver value benefits over and above global implementation strategy. Originally from the UK, Jeremy has lived in Monaco since 2002 and has founded several businesses including a 120-resource software development company at the biggest Technopark in India in 2004, and the first online real-time insurance marketplace in the Middle East (now with over 24 insurers on the platform) in 2009. In 1986 he started a technology consulting business for clients using IBM AS/400 in the UK, Switzerland, Belgium and the Netherlands and in 1996 transitioned to the SAP technology base and supported global consulting clients such as Accenture, Cap Gemini, Price Waterhouse, and IBM. He was one of the first developers of mobile apps, selling several hundred thousand downloads before the first iPhone was released. In 2013 he launched the Stealth Startup System online training and coaching course for entrepreneurs to learn how to build viral growth tactics into the design of their start-ups. This has now been complemented by the Startup Giants concept, which he developed in DRAX, a company controlled by him. In 2015 DRAX transferred the intellectual property that it had developed to Startup Giants PLC and no longer has any involvement in the business of the Startup Giants PLC.

Virginia Filmer-Sankey- Finance Director and Company Secretary

Virginia has twenty-five years’ experience working in both the UK and mainland Europe in financial management and business start-ups. She established a freight forwarding and logistics business in 1996, which was subsequently acquired in 2001 and for the last thirteen years has been the financial director for a private investment group based in Belgium and a UK Group called Adaro for the last seven years. She has been involved in assisting the financial operations for both start-up businesses as well as more establish companies in the technology and logistics space, including current projects ranging across the UK, Europe and the United States.

Frederic Betito – Independent Non-Executive Director

Frederic has spent his career in the IT sector, in roles ranging from consulting to project design and implementation. He has held senior positions with KPMG Consulting, Levi’s Strauss and Archstone Consulting and has taken several international companies such as Wrigley, Danone and Carrefour through the cycle of emerging technology assessment, business case and implementation. He currently owns and runs Steady Consulting, which is focussed on strategic consulting, interim management and headhunting for clients such as Delhaize, Heineken and Esselte.

John Robertson – Independent Non-Executive Director

John began his career in 1970 with J. Henry Schroder Wagg, the London merchant bank. In 1975, he joined the Ultramar group of companies where he held a number of senior positions in London, Montreal, Toronto and New York and gained experience in corporate development, investor relations and supply operations. In 1992, Mr. Robertson returned to London and joined Durlacher, a London stockbroker, where he advised corporate finance clients. From February 1995 until his retirement in June 2005 he was a director of Nabarro Wells & Co., the London based independent corporate finance advisory firm where he brought a number of significant oil and gas and mining companies to AIM.

Corporate Governance

The Company considers that full compliance with the UK Corporate Governance Code would not be suitable in view of its early stage of development. However, the Board recognises the importance of sound corporate governance and intends that the Company will comply with the provisions of the Governance Code and the QCA (Quoted Companies Alliance) Guidelines insofar as they are appropriate given the Company’s size and stage of development.

The Board of Directors comprises two executive directors and two independent non-executive directors. The executive directors, being Jeremy Buckler and Virginia Filmer-Sankey are not considered to be independent. The Board is compliant with the QCA Guidelines and the Governance Code in respect of having at least two independent non-executive Directors, being Frederic Betito and John Robertson. The Board has established audit and remuneration committees with formally delegated duties and responsibilities.

The Company also has an investment committee to consider new investments and monitor existing investments. The investment committee reports to the full board of the Company as appropriate.

Directors Responsibilities And Committees

Audit Committee

Comprises of John Robertson, Virginia Filmer-Sankey, and Jeremy Buckler and will be chaired by John Robertson.

The Audit Committee is expected to meet at least twice a year and otherwise as required. It has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors.

Remuneration Committee

Comprises of Frederic Betito, Virginia Filmer-Sankey, and Jeremy Buckler and will be chaired by Frederic Betito.

It is expected to meet not less than twice a year and at such other times as required. The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s chief executive, the executive and non-executive directors, the Company secretary and other senior executives.

The Remuneration Committee also has responsibility for:

(i) recommending to the Board a compensation policy for directors and executives and monitoring its implementation;

(ii) approving and recommending to the Board and the Company’s shareholders, the total individual remuneration package of each executive and non-executive director and the chief executive officer (including bonuses, incentive payments and share options or other share awards); and

(iii) approving and recommending to the Board the total individual remuneration package of the Company Secretary and all other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Company’s remuneration policy and in consultation with the chairman of the Board and/or the chief executive officer. No Director or manager may be involved in any discussions as to their own remuneration.

Investment Advisory Committee

The Company will operate an Investment Advisory Panel initially consisting of three experienced investors with relevant sector knowledge to evaluate and advise the board on potential investments (noting in particular the requirement to ensure sufficient working capital remains in the Company following any investment). Following satisfactory due diligence and negotiations the Investment Committee shall make a recommendation to the board for the final investment decision in relation to any new investment, and will operate on a simple majority basis with any two votes in favour required for an investment to proceed. It is the intention of the Company to expand the Advisory Panel over time to five members. Startup Giants PLC is not permitted to invest in businesses in which a member of the Investment Advisory Panel has a financial interest.

Kevin Doyle – Chairman of the Investment Advisory Panel

Kevin Doyle is the founder and chairman of a Belgian private investment group and has 20 years’ experience developing and leading supply chain technology companies across Oil & Gas, Financial Services, Retail, Utilities and Health Care. He was involved with an early B2B e-procurement solution in 1996, which resulted in the business being acquired by Chase Manhattan bank, Microsoft promoted a separate platform and Kevin subsequently sold his interests in this business to the Voorhees Investment group based in Virginia. In 1998 Kevin then established a company that specialised in solving complex integration issues for companies providing B2B software. This company became a lead partner to Microsoft’s European CIP strategy (1999) and was subsequently acquired by Infobank. Kevin was the second largest private shareholder in this business, which became the fastest growing technology company on the London Stock Exchange and reached a market capitalisation of £2,600,000,000. With his private investment group, Kevin is now helping to identify promising and interesting opportunities that are complimentary to the existing portfolio and focus on simplifying supply chains using both technology and services. The group is actively involved in both first round and second round investments.

Jacques De Mévius – Investment Advisory Panel Member

Jacques is part of the eighth generation family ownership of global brewing and beverage group Anheuser-Busch InBev, the number one brewing business in the world, since Inbev bought Anheuser- Busch for an amount close to USD50,000,000,000. Jacques is also a member of the family holding company EPS and a member of the board and shareholder of Sebastian Holding SA a subsidiary of EPS. In 1990 Jacques founded a private venture fund, which focused on high quality property and real estate and since 2009 Jacques has been a member and shareholder of BAMS II Angels Fund, which is an early-stage investment fund organisation, focused on investment rounds between EUR 1,000,000 and 4,000,000. The target size of BAMS Angels Fund II is upwards of EUR 20,000,000. In India, Jacques is a significant shareholder of “Tarahaat”, a network of franchised telecentre projects and “Tara Machines and Technical Services Private Ltd” which markets green technology solutions for building construction, waste recycling and handmade paper production. Jacques has also been the Secretary-General of the Union of International Associations. A non-profit organisation based in Brussels since December 2005, and a member of the Executive Council since November 2003. The groundbreaking work of the UIA, a 100-year-old non-profit research institute, has been undertaking in documenting and mapping the international community of organizations and associations, the problems they address, the strategies they utilize and their meetings.

Jeremy Buckler – Investment Advisory Panel Member

The other member of the Investment Advisory Panel is the Chief Executive Officer, Jeremy Buckler whose profile is defined in the Board of Directors section above.

Investment Strategy

Introduction

The Startup Giants vision is to be the highest-achieving supplier of quality pre-selected consumer internet startups to the funding community in the United Kingdom. We can only do that by being incredibly passionate and hands-on with our selection process and our continual ongoing mentoring and support to the entrepreneurs and startup founders that pass through our accelerator rounds.

“Our primary growth target is to support 90 new startups a year, within three years of admission to the NEX stock exchange“

We’ve made it our mission to make it simple for anyone to invest in great consumer internet startups in the United Kingdom. We achieve that by running regular accelerator rounds and only supporting the top talent using a rigorous selection process and ongoing active mentoring. Anyone investing in Startup Giants can rest assured that we’ve done a huge amount of due diligence already on our startups, the teams, the business potential, and the ability to launch successfully.

The key aspects relating to the Startup Giants model for investors are the following:

Investors buy Startup Giants PLC shares and do not invest in the individual assets in our portfolio – therefore the Startup Giants PLC share price, based on the valuation of assets in our portfolio and market demand, are the determining factors when considering a potential return on investment

Each of the investments in our portfolio are revalued at least once a year in an audited process to provide a revaluation of our portfolio – other forms of revaluation can occur when startups in our portfolio raise external funding in expansion rounds or exit via a trade sale or IPO

The Startup Giants model is be the best feeder of successful startups to the VC community in the UK – therefore we are able to partially divest our investments earlier than alternative strategies that rely purely on a trade sale or IPO

Startup Giants PLC has a primary target of investing in 90 startups a year within 3 years of listing on NEX, to be achieved in batches of 10 startups per 1 mentor/lead over two accelerator rounds per year – thereby requiring 5 full-time mentors following a repeatable process

During its ramp-up period, it is expected that investment funds will be raised using new issues of Startup Giants PLC shares – after which funds from divestments will be used to reinvest back into the portfolio

Dividends will not feature as part of this business model, however this will be reassessed after starting to make divestments

The Accelerator Process

Startup Giants will launch two investment rounds in its first year. Typically, the selection process is expected to take up to six months. Each application round is open for two months during which time entrepreneurs are free to submit their business ideas by filling in a pre-defined application form answering twenty questions about their business concept and market potential.

The key aspects relating to the Accelerator rounds are as follows:

Limited timefame when an accelerator round is open for applications

Ongoing interviews with the best applications throughout the application process

Final shortlist selected after all interviews closed, with formal offer of support (not funding)

Six weeks of mentoring to improve business and revenue models, and to assess the founders by working with directly with them

Founders in a “ready state” at the end of the mentoring phase finally pitch to our Investment Advisory Committee

The Investment Advisory Committee has the final decision on which startups will enter the Startup Giants portfolio and get funded

Follow-up interviews occur with entrepreneurs throughout the investment round to refine and improve their business concepts and to build a relationship with the strongest founders.

The final shortlist is usually available within one month from closing the application process and typically the number of startups that are selected to proceed to the next round is approximately 2% of total applications. Pre-investment mentoring sessions will be conducted by the Company with the members of the shortlist as the final element of the filtering process, following which the Company will enter into an appropriate investor agreement with the chosen businesses if approved by the Investment Advisory Committee.

“Having worked with a large number of different technology companies over many years, the founders of Startup Giants have fine-tuned specific selection criteria that allows them to focus on high-growth lower-risk startups that have the fastest route to market”

Specifically, each startup application must have at least the following characteristics in order to be considered for selection:

must be for a consumer web application (i.e.: not B2B or B2C)

must have either a Freemium or a Marketplace revenue model

can easily identify a subset of its business niche to pilot first

can target at least one million potential customers in that pilot

no barriers to entry or commercial agreements required to launch

Milestone-Driven Delivery and Divestment

Once a startup has accepted the initial offer of support and mentorship, Startup Giants uses three milestones to manage the relationship and to monitor the growth in strength of its founders and their business concepts before each financial commitment. The assessments against the milestones are carried out by the Company’s personnel.

Milestone A – Pre-Seed Funding

Use of a “SAFE” (1) (simple agreement for future equity) with Valuation Cap to invest into startups at concept stage.

Startup Giants has 100% of investor allocation

Estimated circa 15% equity in startups at pre-seed stage when SAFE converts in a later round

Committed funds (estimated up to £75,000 initially) should be sufficient for the startup to launch and reach its next milestone

In some circumstances, a second SAFE can be issued before the second milestone with a different valuation cap depending on individual circumstances

Bring in external investors to build more credibility in the market, expand network of contacts for the startup, and start to position the startup to exit to VC in the next milestone

Milestone C – Partial Exit

Startup Giants supports startup to engage with one or more global VC funds

Startup Giants partially divests its shares to provide an early return on investment, retaining a smaller equity carry for long term value appreciation

(1). SAFE – Simple Agreement for Future Equity. This is a term that was created by Y Combinator and publicly recommended, and describes an instrument that is intended to replace the use of convertible notes. More information can be found at http://ycombinator.com/safe/.

Details Of Any Other Exchange Or Trading Platforms

Startup Giants PLC is trading on the NEX Growth Market and quoted with ticker symbol NEX:SUG.

Startup Giants PLC is not traded on any other exchanges or trading platforms.

Securities In Issue

Startup Giants PLC is trading on the NEX Growth Market and quoted with ticker symbol NEX:SUG

Name

Value

Number of Securities in Issue:

1,010,200 Ordinary Shares at 0.05p each

Shares in Public Hands (1):

25.76%

Number of Outstanding Options and Warrants:

None

% Dilution to Shareholders Assuming Full Exercise of Outstanding Options and Warrants:

0%

Shares Held in Treasury:

None

Restrictions on the Transfer of Startup Giants PLC Shares:

None

Notes:(1). NEX Growth Market Rules for Issuers defines securities “in public hands” as: All shares not held by related parties (including directors, shadow directors, family, and connected persons), relevant employees, locked-in persons, and persons or persons acting in concert who have an interest in five per cent or more of the relevant class of shares. Shares permitted to be held in treasury are not counted as shares in public hands.

Significant Shareholders

Name of Shareholder

Number of Ordinary Shares

%

Jeremy Buckler (1)(2)

129,499

12.95%

Kevin Doyle

55,499

5.55%

In addition to the above, the following also applies:(1). 2 Ordinary Shares are held by DRAX, a Monaco entity of which Jeremy Buckler is the sole legal and beneficial owner.(2). 550,000 Ordinary Shares are held by Pointsman Limited, a UK company of which Jeremy Buckler is the sole legal and beneficial owner.

About

Startup Giants is a UK-based startup accelerator that invests in tech startups in the UK at the pre-seed stage (also known as concept stage), then participates on subsequent seed and expansion rounds.

What’s Different?

Unlike other accelerators that require you to huddle together in a room for 4 months, we've tailored our mentoring to support talented entrepreneurs who need to keep their existing jobs a little while longer.

Accelerate

Twice a year, in the Spring and Autumn, we run an accelerator round and invest up to £100k in amazing consumer startups that have the potential to attract over 1m customers within the first 12 months from launch.